Since their birth, in 1994, with The Return of Jafar, the sequels have entertained (and made) millions; they've also enraged no small number of Disney fans who see them as little more than desecrations of the beloved originals. After any number of official "2s" (The Jungle Book, The Lion King, Brother Bear) and "IIs" (Mulan, Pocahontas, Bambi), along with misnumbered "3s" (The Lion King 1-1/2, Lilo & Stitch 2: Stitch has a Glitch) and unnumbered "4s" (Leroy and Stitch) the studio released its first official "III" Cinderella III: A Twist in Time. Down the road a ways there'll be a Little Mermaid III, and then... that's it.

DisneyToon Studios head Sharon Morrill has no mixed feelings over the end of an era. "I knew from early on when I first started that we weren't going to be doing 4s and 5s," says Morill. "I think we had a great run, but we have to be fresh and innovative, otherwise we would've gotten stale."

Some observers think the feature sequels might've gone on a bit longer, save for John Lasseter's arrival as head of Disney animation. An Aristocats 2 was in the works prior to his arrival, along with any number of other proposed follow-ups. Cinderella III director Frank Nissen says, "For a long time I surmised there was a policy -- let's make as many as we can. Sometimes we had a winner and sometimes we didn't." He adds "I agree in principle with Mr. Lasseter: first and foremost you need a good story and a reason for making a movie -- a passion for telling a story no matter who the characters are."

As tempting as it might be lay the blame -- or credit -- at one man's feet, there was probably any number of factors contributing to the death of the DTV sequels. "The decision to stop had less to do with John and more with the marketplace itself," opines Jim Kammerud, the director responsible for a slew of them, including Little Mermaid 2, Fox and the Hound 2 and the aborted Aristocats project. "Sequels are expensive and everyone knows the DVD market has declined. There was some trouble at DreamWorks and Pixar last year when DVD sales came in under projections and the profits weren't what everyone expected. They might've made all that they can and people feel they've bought all they need.

"The real issue is competition for kids' time. There's GameBoys, GameCubes, Wiis; there's cable with a million channels, the Internet and YouTube, everything's on there for free. I think all of this happening is what changed their business plan. I don't think John made the decision -- it had already been made -- but he would have."

Often derided as "cheapquels," the DTV releases' quality have improved greatly from their earliest days. Budgets have risen from a rumored $3.5 million for Return of Jafar to the mid-to-high teens and above for more recent, higher-profile productions -- a fraction of the cost of the theatrical titles, but, "we still spent five times more than anyone else would've and tried to make something we could be proud of," Kammerud points out. "However you feel about the sequels, only Sharon and the people at Disney were willing to put that much care and effort into it."

Storywise, many of the sequels have evolved away from the "shuffling the deck" feeling of the earlier efforts and took the characters in new directions. Prequels and what Buena Vista Home Ent. gm Lori MacPherson describes as "interquels" -- lost-chapter stories -- were added to the mix, as when Bambi II explored the previously overlooked year between the first and second halves of the original film. Fox and the Hound 2 revisited the title characters in their youth and had them cross paths with a canine country band. Its story was a major change in tone from the original's realistic and even downbeat underpinnings; it may have offended the purists, but director Kammerud is unapologetic.

"It's just a silly little story, completely ridiculous, but people loved it, it tested higher than any sequel. Then the reviews came out -- 'why can't Disney find a new story to tell?' You know you're already dead in the water with this reviewer when he goes onto say 'I hate country music' -- then why did you watch it? I didn't make it for you, I intentionally made a kids' movie. We had more music than any other sequel, we got Reba McEntire, the best players in Nashville. It's amazing what resources Disney can pour into these things -- it has so much heart and quality. That story doesn't deserve be a theatrical movie, but it's a great DTV."

Part of the uneven quality of the sequels may have been due to the fact that they came from two separate production entities within Disney -- the TV Animation group and DisneyToon Studios -- with the two outfits often working on the same characters to different ends. The first-run success of Lilo & Stitch in 2002 led to the DTV Stitch! The Movie, produced by the TV division as an introduction to the 2003 series. Two years later DisneyToons' Lilo & Stitch 2: Stitch Has a Glitch featured a story set in the interval between the original film and the first DTV. The Stitch saga came to an end last year with Leroy and Stitch, again produced by the TV division as the closing chapter to the TV series.

Likewise, Tarzan and Jane actually preceded Tarzan II onto the home video shelves by three years; it consisted of three episodes of the spun-off TV series connected via new linking footage. Even if they can't put their finger on it, audiences can still feel the difference between stories and animation made for TV, and higher-budgeted DTV features that attempt to recreate the look and feel of the original movie. "That stuff really hurts you," complains Kammerud, who directed Tarzan II, "it's just dumb."

According to Morrill, the two divisions worked closely together, but are now going their separate ways. "We shared a lot of resources for very long time -- space, technology and operations. There was never any rivalry. Creatively and production-wise we were separate, but always very friendly."

And what will take the place of the DTV sequels? "We want to do more franchise-driven movies," says Morrill. "We've been moving in this direction for the last two years. We're trying to find an arena where we can tell many, many stories -- not sequels. We want to find a world and then explore many stories within that world."

The first world up for exploration is a newly discovered valley in the heart of Peter Pan's Never Land - a place called Pixie Hollow. The hollow is home to the "Disney Fairies," a major new initiative from the company. A series of DTV releases -- the first starring Tinker Bell and due out later this year -- will drive a product line of books, toys, clothing and collectibles. "Tink" will find her voice and a passel of fairy friends, each of whom will be spotlighted in subsequent videos.

The Fairies will be CGI-animated by Prana Studios in India. Prana is already at work on Unstable Fables, a series of DTV feature-length fairy tale spoofs for the Jim Henson and Weinstein companies. The same purists who were offended by Disney's DTV sequels will now have a new target for their ire: a talking, three-dimensional Tinker Bell. ("I've had to have a very thick skin all these years," Morrill sighs.)

At first glance, the Disney Fairies appear to be aimed at the demographic too old for Dora the Explorer and not quite ready for Bratz, but their real target is probably the venerable Barbie and her line of Fairytopia DVDs, toys and games. Lasseter's arrival also impacted Tink and friends, according to Nissen who's now part of the project. "We had a big story change shortly after Lasseter came on board. They still want it to get on time related to all the other company-wide department, publishing, etc. There's a bunch of us here just cranking to get the movie up and running again."

Morrill promises that other franchise-launching DTV features are in the works. Will any be produced in traditional 2D? "The creative will dictate whether it's CGI or 2D. We needed to get these Fairies movies up and running; now we can focus on our development, so they're still in their early stages."

The end of the 2D feature sequels (and the drop-off in 2D production in general) played no small part in the closing of Disney's satellite studios in Orlando, Paris, Japan and lastly Australia. There's genuine regret in Morrill and Nissen's voices when they discuss the studio's shuttering even as Cinderella III was making its way through the production pipeline.

"The movie is a testament to the Australian animators," Morrill says with pride. "This was going to be their last movie. From the very beginning, they said, 'We're going to make this the best movie we've ever made.' A lot of times when you're shutting a studio down, that's not the case. It was their swan song." She pauses for a second, then continues. "They really stepped up and gave it their all. It's a testament to who they are as people and as artists that they did that."

Nissen goes into greater detail about the studio's final effort. "They did an amazing job. I can't thank them enough or sing their praises highly enough for how diligent, caring they were. They stuck with it, even though they were letting departments go as production progressed -- when the layouts were done the layout people went, when the key animation was done the animator left. The studio was kind of closing around this team that just kept getting smaller and smaller as they finished the movie. They stayed with it and kept it beautiful and kept their conscientiousness all the way thru to the end."

Even Cinderella III's closing credits reflect DisneyToon's gratitude in the form of an unusual acknowledgement:

"Special thanks to DisneyToon Studios Australia for their many years of producing beautiful hand-drawn animation."

Now that their hour is passing, perhaps it's time to give Disney's direct-to-video sequels their due. Quality is where you find it, and the studio's original theatrical releases have not been immune to creative and commercial failure. At their best, the sequels were created not by clock punchers, but by people who believed in and felt a commitment to their work and to classic 2D animation. "There's a lot of criticism that the sequels get," says Kammerud. "People hate them within the industry, but I'm glad for myself and the artists I work with that there's still a place to make 2D while everyone else is running away from it."

Cinderella III is an excellent film, in some ways better than the original -- richer emotionally and with characters who transcend their caricatured origins to display depth and personality. Its plot is inspired by a segment in 2002's Cinderella II: Dreams Come True (produced by the TV division) where redheaded stepsister Anastasia tries to free herself from her mother's influence. ("In our movie we kind of set up that story," Morrill acknowledges.) The new movie builds to a touching and heartfelt conclusion -- complete with a nightmare version of Cinderella's pumpkin ride that might satisfy even the most hardened skeptic of the sequels.

Morrell credits Nissen for the film's depth of feeling. "He's one of the most romantic, emotional directors I've met. The movie's sense of romance, of true love has Frank written all over it." So perhaps it's appropriate for Nissen to talk a bit about what Cinderella III means to him.

"I feel very fortunate to have really good script to start with [credited to Margaret Heidenry] -- a solid idea to build off the original movie. Disney sequels are always an interesting conundrum. In the original feature usually the most powerful emotional motifs are explored and resolved. What do you do in a sequel to give viewers a satisfying experience? That's a tough one. Also, how do you keep the spirit of the original without just slavishly making another edition of it? Those are the two things uppermost in peoples' minds in trying to do these sequels."

Nissen's belief in the film extended to unseen characters like the King's long-deceased wife ("We even had a name for her for a while -- Queen Gertie.") and to how the characters were animated; it's a lesson in classic animation to hear him discuss the care with which the stepmother was brought to life:

"She's the most realistic, if you will, of all the characters in terms of the anatomy of her face, how she moves, her expressions and the like. A lot of the characters, from Cinderella all the way through to the mice, have degrees of broadness that you can take liberties with -- the shape of the eyes, how wide the mouth opens, how much the cheeks distort in any given expression. You can do that to different degrees depending on how comical your character is. The stepmother was way beyond Cinderella in terms of [realism] -- we didn't want anything the least bit cartoony about her. She's all about menace, evil. The way she projects it is thru her stillness."

It's obvious Nissen isn't just talking up his own work when he describes his reaction to the film's conclusion. "The first two or three times I watched it while during editing, I just got goose bumps. When those little moments happen, that's the joy of filmmaking, why you slog thru all the..."

Nissen leaves the rest of his thought unspoken but understood. As one of the players says in that closing scene, "Everyone deserves true love" -- even the Disney sequels.

Joe Strike is a regular contributor to AWN.His animation articles also appear in the NY Daily News and the New York Press.